31: How to Avoid Deal Disasters: Why Founder-CEOs Need a Dedicated M&A Lawyer Before Selling

Written By Bruce Eckfeldt

Chad Williams, Partner, Lamb McErlane PC - Attorneys at Law

Selling a company is often the most important financial transaction of a founder’s life—but many step into the process unprepared. In this episode, Bruce Eckfeldt sits down with Chad Williams, a seasoned deal attorney and Partner at Lamb McErlane, to break down the legal side of scaling and exiting a business.

Chad brings firsthand experience from representing countless founder-owners in M&A transactions, sharing critical lessons on how to avoid costly mistakes. He explains why working with a true deal lawyer—not just a general corporate attorney—is essential, especially when negotiating with sophisticated private equity firms or strategic buyers.

The conversation explores the full deal lifecycle: when to engage legal counsel, how to structure letters of intent (LOIs), what due diligence really entails, and how to prepare a bulletproof data room. Chad dives into the differences between asset and equity sales, outlines the risks tied to earnouts, and offers tactics to ensure founders retain leverage—even when deal terms start shifting late in the process.

He also discusses strategies for minimizing risk with reps and warranties, how to use insurance to protect sellers, and the importance of negotiating non-competes with care. Plus, he shares the often-overlooked psychological and operational steps founders must take before and after a sale to ensure a smooth transition.

Whether you’re 12 months from exiting or fielding your first inbound offer, this episode delivers a masterclass in legal preparedness and exit strategy.

Key Takeaways

  • Engage a deal-specific lawyer early—ideally 12+ months before selling.

  • Build a diligence-ready data room well in advance of marketing the company.

  • Always know your walkaway point—emotionally and financially—before starting negotiations.

  • Earnouts are risky; structure clear terms or avoid them entirely.

  • Get clarity on whether the deal will be structured as an asset or equity sale.

  • Use rep and warranty insurance to minimize post-close liability.

  • Align internal deal team and external advisors around clear objectives and must-haves.

  • Plan early for what comes after the exit—professionally and personally.

Contact Information:

Bruce Eckfeldt
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